MID ATLANTIC REALTY TRUST
10-Q, 1995-11-13
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
                                 FORM 10-Q
               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
            (As last amended in Rel. No. 312905, eff. 4/26/93.)

                               UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                 FORM 10-Q


[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended             September 30, 1995               

Commission File Number:        1-12286                                      

                   MID-ATLANTIC REALTY TRUST                                
          (Exact name of registrant as specified in its charter)

           MARYLAND                                 52-1832411              
    (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)             Identification No.)

 1306 Concourse Drive, Suite 200, Linthicum                       21090     
    (Address of principal executive offices)                   (Zip Code)

                      (410) 684-2000                                        
           (Registrant's telephone number, including area code)

                                N/A                                         
           (Former name, former address and former fiscal year,
                       if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                             YES    X            NO        

6,118,211 Common Shares were outstanding as of September 30, 1995.
                                    1

                           MID-ATLANTIC REALTY TRUST
                               AND SUBSIDIARIES


Part I.    FINANCIAL INFORMATION

      Item 1.  CONSOLIDATED FINANCIAL STATEMENTS

                       CONSOLIDATED BALANCE SHEETS

                       CONSOLIDATED STATEMENTS OF OPERATIONS

                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Part II.    OTHER INFORMATION

      Item 1.   LEGAL PROCEEDINGS 

      Item 2.   CHANGES IN SECURITIES 

      Item 3.   DEFAULTS UPON SENIOR SECURITIES 

      Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

      Item 5.   OTHER INFORMATION 

      Item 6.   EXHIBITS AND REPORTS ON FORM 8-K













                                        2      
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
  
                        MID-ATLANTIC REALTY TRUST
                       Consolidated Balance Sheets
                                         
                                                   As of
                                      September 30, 1995     December 31,
1994
                                       (UNAUDITED)
ASSETS
Properties:
  Operating properties................$ 141,331,574         140,062,761 
  Development operations .............   11,885,326           6,354,947
  Property held for development or sale   8,186,927           8,630,465 
                                        ------------        ------------
                                        161,403,827         155,048,173  

Cash and cash equivalents  ...........      912,446             344,522
Notes and accounts
  receivable - tenants and other......    1,851,730           1,688,194
Due from joint venture partners ......    1,922,143           1,937,019
Prepaid expenses and deposits  .......      831,624             402,283
Deferred financing costs .............    3,203,047           3,422,376 
                                        ------------        ------------
                                      $ 170,124,817         162,842,567 
                                        ============        ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Notes payable ......................$  17,032,461          20,139,413
  Accounts payable and accrued expenses   3,205,915           3,534,277
  Construction loan payable ..........    5,140,996                 -
  Mortgages payable ..................   60,548,929          53,251,140
  Convertible subordinated debentures.   59,980,000          60,000,000
  Deferred income.....................    1,334,910             730,466
  Minority interest in 
    consolidated joint ventures ......      417,123             330,893 
                                        ------------        ------------
                                        147,660,334         137,986,189
Shareholders' Equity:
  Preferred shares of beneficial interest,
    $.01 par value, authorized 2,000,000 shares, 
    issued and outstanding, none .....          -                   - 

  Common shares of beneficial interest,
    $.01 par value, authorized 
    100,000,000, issued 
    and outstanding, 6,118,211 and        
    6,291,407, respectively                   61,182               62,914
  Additional paid-in capital..........    41,240,990           42,602,505   
 Distributions in excess of accumulated
  earnings ...........................   (18,837,689)        (17,809,041)
                                         ------------        ------------
                                          22,464,483          24,856,378 
                                         ------------        ------------
                                       $ 170,124,817         162,842,567 
                                         ============        ============

        See accompanying notes to consolidated financial statements.

<PAGE>                            3     
<PAGE>
                         MID-ATLANTIC REALTY TRUST       
                  Consolidated Statements of Operations               
                            (UNAUDITED)

                                                                            
                                                 Nine Months Ended September
30,
                                                   1995               1994
       
REVENUES:
  Rentals ............................$         17,483,891        16,119,996
  (Loss) gain on sales of properties  
        held for sale, net ...........             (25,020)           49,495 
  Other ..............................             858,587           699,463 
                                               ------------      -----------
                                                18,317,458        16,868,954 

COSTS AND EXPENSES: 
  Interest  ..........................           8,370,983         7,571,071
  Depreciation and amortization 
    of property and improvements .....           4,076,501         3,746,255
  Operating  .........................           2,256,948         2,517,944
  General and administrative .........    1,246,285         1,165,534
                                            ------------      -----------  
                                                 15,950,717       15,000,804 

EARNINGS FROM OPERATIONS
  BEFORE MINORITY INTEREST  ..........           2,366,741         1,868,150
Minority interest expense  ...........             (537,049)         
(435,213)
                                              ------------      ------------

EARNINGS FROM OPERATIONS  ............           1,829,692         1,432,937 

Gain on life insurance proceeds ......           1,001,787               -
(Loss) gain on sales of operating
   properties ........................            (377,358)          335,363 
                                              ------------      ------------

EARNINGS BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING PRINCIPLE.......           2,454,121         1,768,300

Cumulative effect of change in 
    accounting for percentage rents ..             612,383               -  
                                              ------------      ------------

NET EARNINGS .........................$          3,066,504         1,768,300 
                                              ============      ============



PER SHARE DATA:
EARNINGS PER SHARE BEFORE CUMULATIVE  
 EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE             0.39              0.28

Cumulative effect of change in 
    accounting principle .............                0.10               -
                                               ------------      ------------
NET EARNINGS .........................               $0.49              0.28 
                                               ============      ============


                                               Three Months Ended September
30,
                                                   1995               1994
       
REVENUES:
  Rentals ............................$          5,797,240         5,145,478
  (Loss) gain on sales of properties  
      held for sale, net .............             (29,579)           49,495
  Other ..............................             276,874           249,693 
                                                -----------      ------------
                                                 6,044,535         5,444,666 

COSTS AND EXPENSES: 
  Interest  ..........................           2,821,737         2,493,518
  Depreciation and amortization 
    of property and improvements .....           1,374,125         1,264,874
  Operating  .........................             719,273           859,166
  General and administrative .........             416,276           383,582 
                                               ------------      ------------
                                                 5,331,411         5,001,140 


EARNINGS FROM OPERATIONS
  BEFORE MINORITY INTEREST  ..........             713,124           443,526 
Minority interest expense ............            (181,488)         (126,065)
                                               ------------      ------------

EARNINGS FROM OPERATIONS  ............             531,636           317,461

Gain on life insurance proceeds ......                 -                 -
(Loss) gain on sales of operating 
   properties ........................                 -                 -  
                                               ------------      ------------

EARNINGS BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING PRINCIPLE                    531,636           317,461 

Cumulative effect of change in 
     accounting for percentage rents ..               -                  -  
                                               ------------      ------------

NET EARNINGS  .........................$           531,636          317,461 
                                               ============     =============

PER SHARE DATA:
EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF 
 CHANGE IN ACCOUNTING PRINCIPLE                     0.09             0.05

Cumulative effect of change in 
    accounting principle ..............                -                -   
             

NET EARNINGS   .......................              $0.09            0.05   
                                              ============     ============



See accompanying notes to consolidated financial statements.


<PAGE>                               4    
<PAGE>
                                MID-ATLANTIC REALTY TRUST
                         Consolidated Statements of Cash Flows
                                      (UNAUDITED)
                                                Nine Months Ended September
30,                                                       1995           1994 
           
Cash flows from operating activities:
  Net earnings .......................$           3,066,504       1,768,300
  Adjustments to reconcile net earnings 
   to net cash provided by operating activities:
    Depreciation and amortization ....            4,076,501       3,746,255
    Loss (gain) on sales of operating 
      properties .....................              377,358        (335,363)
    Minority interest in earnings, net              537,049         435,213
    Loss (gain) on sales of properties held for
      sale, net ......................               25,020         (49,495)
    Changes in operating assets and liabilities:
     (Increase) decrease in operating assets       (592,877)        754,949 
     Increase (decrease) in operating 
      liabilities ...................               276,082       (1,452,136)
                                                ------------      ----------
        Total adjustments ...........             4,699,133       3,099,423 
                                                ------------      ----------
NET CASH PROVIDED BY OPERATING 
  ACTIVITIES .........................            7,765,637       4,867,723 

Cash flows from investing activities:
  Additions to properties ............          (13,242,282)    (15,681,491)
  Proceeds from sales of properties...            2,835,225       1,471,602
  Receipts from minority partners ....              206,500         110,500
  Payments to minority partners ......             (642,443)       (669,099)
                                                ------------    ------------
NET CASH USED IN INVESTING
  ACTIVITIES  ........................          (10,843,000)    (14,768,488)
                                                ------------    ------------
Cash flows from financing activities:
  Proceeds from notes payable  .......           39,400,000      19,056,366
  Principle payments on notes payable           (42,506,952)     (5,514,635) 
  Proceeds from mortgages payable ....            7,700,000             - 
  Principal payments on mortgages payable          (402,211)       (324,547)
  Proceeds from construction loan payable         5,140,996             -
  Additions to deferred finance costs              (209,005)         (9,073)
  Shares purchased ...................           (1,382,389)            -
  Dividends paid  ....................           (4,095,152)     (3,963,586) 
                                                ------------     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES         3,645,287       9,244,525 

NET INCREASE (DECREASE) IN CASH 
  AND CASH EQUIVALENTS ...............              567,924        (656,240)
CASH AND CASH EQUIVALENTS,
 beginning of period  ................             344,522         687,108 
                                               ------------    ------------
CASH AND
  CASH EQUIVALENTS, end of period  ...$            912,446          30,868 

In April, 1995, $20,000 in convertible debentures were converted  to 1,904
common shares of beneficial interest decreasing convertible subordinated
debentures by $20,000, decreasing deferred financing costs by $858 and
increasing shareholders equity by $19,412.

During the nine month period ended Sepember 30, 1995, $396,624 in interest
costs were capitalized as construction period interest in development
operations.

See accompanying notes to consolidated financial statements.

      <PAGE>                              5<PAGE>
                         MID-ATLANTIC REALTY TRUST
                Notes To Consolidated Financial Statements
                                (UNAUDITED)
                                                             
ORGANIZATION
  Mid-Atlantic Realty Trust (the "Company", or "MART") was formed on June 29,
1993 and commenced operations effective with the completion of its initial
public share offering on September 11, 1993. The Company is the successor to
the operations of BTR Realty, Inc. (the predecessor to the company), (BTR),
and qualifies as a real estate investment trust (REIT) for Federal income tax
purposes.

CONSOLIDATED FINANCIAL STATEMENTS
  The consolidated balance sheet as of September 30, 1995 and the
consolidated statements of operations for the Company for the nine and three
month periods ended September 30, 1995 and September 30, 1994 and the
consolidated statements of cash flows for the periods ended September 30,
1995 and September 30, 1994, have been prepared by the Company without audit.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position and
the results of operations have been included.  The results of operations for
the periods ended September 30, 1995 are not necessarily indicative of the
operating results for the full year.

  Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted.  It is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Mid-Atlantic Realty Trust
December 31, 1994 Annual Report to Shareholders.

Certain amounts for 1994 have been reclassified to conform to 1995
presentation.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
  Effective January 1, 1995 the Company changed its accounting treatment for
percentage rent.  Percentage rent revenues are based on store sales for
certain periods and are charged according to a percentage over a breakpoint
amount of sales for the period according to the lease agreement.  During the
year ended December 31, 1994 and previously, percentage rent was recognized
as rental revenues in the period when the actual percentage rent was billed
and received.  The new method recognizes percentage rent as rental revenues
in the period when the actual percentage rent is earned.  The Company began
on January 1, 1995 estimating the percentage rent earned from major tenants
and recorded the amounts monthly as receivable. The cumulative effect of this
change on January 1, 1995 was $612,383.  The Company believes that this
change is preferable since it provides better matching of revenues and
expenses.

GAIN ON LIFE INSURANCE PROCEEDS
  In January, 1995, the Company received $1,002,000 in life insurance
proceeds as a result of the death of a former BTR general partner and
officer.

NET EARNINGS PER SHARE
  Net earnings per share of common share and common share equivalents were
computed by dividing net earnings by the primary weighted average number of
common share and common share equivalents outstanding for each period.  The
weighted average number of common shares and common share equivalents for the
nine month periods ended September 30, 1995 and September 30, 1994 was
6,212,973 and 6,291,407, respectively. The weighted average number of common
shares and common share equivalents for the three month periods ended
September 30, 1995 and September 30, 1994 was 6,136,179 and 6,291,407,
respectively.

  The Company sold $60,000,000 in convertible subordinated debentures in
September, 1993.  In April, 1995, $20,000 in debentures were converted to
1,904 common shares of beneficial interest and $8 (due to fractional shares). 
The balance of the debentures, of $59,980,000, convertible at $10.50 per
share, if fully converted, would produce an additional 5,712,381 shares. 
  
  Pursuant to the 1993 Omnibus Share Plan ("Plan"), the Company authorized on
February 1, 1994 the availability of 300,000 shares for the Plan.  Trustees,
officers and key employees of the Company, are eligible for the Plan.  On
February 1, 1994, the executive compensation committee of the Board of
Trustees granted to trustees, officers and key employees 256,000 option
shares at an option price of $10.50 per share with 89,333 shares vesting on
February 1, 1994, 83,333 shares vesting on January 1, 1995 and the balance
vesting over the next year.  The average market price of MART shares for the
three and nine month periods ended September 30, 1995 was $8.79 and $8.47 per
share, respectively, and the closing market price at September 30, 1995 was
$8.94 per share.  No options were exercised during the period ended September
30, 1995 and based on the market value of MART shares, the options, if
converted, would be anti-dilutive.

  On September 14, 1995, the Company authorized a new Stock Option Plan,
subject to the approval of shareholders, which grants a number of options to
purchase shares equal to 60% of the number under the current Plan, or
153,600.  Options will vest in thirds, or 51,200 on September 30, 1995 and on
the first and second anniversary thereof.  The exercise price of the options
will be determined as the market price on the close of business on the date
on each date of vesting.  No options were exercised on September 30, 1995 and
based on the market value of MART shares, the options, if converted, would be
anti-dilutive.
  
ACQUISTION OF OUTSTANDING SHARES
  On February 14, 1995, the MART Board of Trustees approved a stock
repurchase plan which authorizes the repurchase of up to approximately
310,000 shares.  The Company purchased 175,100 shares in the nine month
period ended September 30, 1995 for $1,382,389, at an average cost of $7.89
per share.  Subsequently, the Company purchased an additional 6,600 shares
thru October 23, 1995 for $56,604, at an average cost of $8.58 per share.

SHAREHOLDERS' EQUITY
  During the nine months ended September 30, 1995, shareholders' equity
changed for the following items:
                   -     Net earnings of $3,066,504.
                   -     Dividend paid by MART of $4,095,152.
                   -     Shares purchased by MART of $1,382,389.
                   -     Common shares and Additional paid in capital       
                          increased by $19,142 due to conversion of $20,000 
                           in debentures.
            <PAGE>                              6 
<PAGE>
Part I. FINANCIAL INFORMATION
Item 2.
                            MID-ATLANTIC REALTY TRUST
                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
  The following discussion compares the operations for the nine and three
month periods ended September 30, 1995 with the operations for the nine and
three month periods ended September 30, 1994.

Comparison of nine months ended September 30, 1995 to nine months ended
September 30, 1994

  Rental revenues increased by $1,364,000 or 8% to $17,484,000 for the nine
months ended September 30, 1995 from $16,120,000 for the nine months ended
September 30, 1994.  Net increases in occupancy and rental rates contributed
to project rental increases of approximately $932,000.  In addition, the
purchase of the Shoppes at Easton in September, 1994 contributed to increased
rental revenues of approximately $956,000.  The increases were offset by a
$206,000 decrease in rental revenues attributable to the timing change in
accounting for percentage rents.  The increases were also offset by a
$245,000 decrease in rental revenues attributable to the sale in February,
1995 of the Regal Row warehouse project and the sale in December, 1994 of the
Oakton Bowling center.  In addition, $64,000 in net rental decreases were
primarily related to vacancies.

   (Loss) gain on sales of properties held for sale decreased by 75,000,
which was due to a $29,000 loss on the sale, in 1995, of a lot in
Hillsborough, offset by a $4,000 gain on sale, in 1995, of a lot in
Burlington, as well as a $50,000 gain, in 1994, on the sale of a lot in
Fallston, Maryland.
 
   Other income increased by $159,000 to $858,000 from $699,000 primarily due
to additional other income from an increase due to fire insurance proceeds
for lost rent at Rolling Road damaged by a fire in December, 1992, and from
other income at Harford Mall and Patriots Plaza.

  In summary, total revenues increased by $1,448,000 to $18,317,000 from
$16,869,000.

  Interest expense increased by $800,000 to $8,371,000 from $7,571,000
primarily due to the increased debt for the purchase of the Shoppes at
Easton.

  Depreciation and amortization increased by $330,000 to $4,076,000 from
$3,746,000 primarily due to depreciation increases related to the purchase of
the Shoppes at Easton, and increased tenant improvements at Harford Mall and
to the Gateway I & II Offices.  The increases were offset by depreciation
decreases primarily from the sale of Regal Row.

  Operating expenses decreased by $261,000 to $2,257,000 from $2,518,000
primarily due to lower legal fees for tenant matters and to higher tenant
occupancy resulting in lower landlord operating expenses, as well as lower
operating expenses due to the sales of the Regal Row warehouse project in
February, 1995 and the Oakton bowl project in December, 1994. 

  General and administrative expenses increased by $80,000 to $1,246,000 from
$1,166,000 due primarily to a $105,000 expense for the incentive based
compensation plan offset by lower insurance & professional fee expenses. 

  Minority interest increased by $102,000 to $537,000 from $435,000 generally
due to higher earnings in minority interest ventures in 1995.
  
  Earnings from operations increased by $397,000 to $1,830,000 from
$1,433,000.  
  Certain non-operating items occured for both periods.  For the nine month
period ended September 30, 1995, MART recognized a loss on the sale of the
Regal Row warehouse operating property of $377,000, a cumulative effect of a
change in accounting for percentage rents of $612,000 and a gain on life
insurance proceeds of $1,002,000, which, when combined with earnings from
operations resulted in net earnings of $3,067,000 for the period.  For the
nine month period ended September 30, 1994, MART recognized a gain on sales
of operating properties of $335,000 (which included gains on the sales of
Plantation Bowling Center of $279,000 and Orchard Landing Apartments of
$56,000), which, when combined with earnings from operations, resulted in net
earnings of $1,768,000 for the period.

                                                       Continued
                  <PAGE>                                7 
<PAGE>
                            MID-ATLANTIC REALTY TRUST
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANICAL CONDITION AND RESULTS OF OPERATIONS

Comparison of three months ended September 30, 1995 to three months ended
September 30, 1994

  Rental revenues increased by $652,000 or 13% to $5,797,000 for the three
months ended September 30, 1995 from $5,145,000 for the three months ended
September 30, 1994.  Net increases in occupancy and rental rates contributed
to project rental increases of approximately $324,000.  In addition, the
purchase of the Shoppes at Easton in September, 1994 contributed to increased
rental revenues of approximately $295,000.  The increases also included a
$187,000 increase in rental revenues attributable to the change in accounting
for percentage rents.  The increases were also offset by a $96,000 decrease
in rental revenues attributable to the sale in February, 1995 of the Regal
Row warehouse project and the sale in December, 1994 of the Oakton Bowling
center.  In addition, $58,000 in rental decreases were related to vacancies.

  (Loss) gain on sales of properties held for sale decreased by $79,000,
which was due to a $29,000 loss on the sale, in 1995, of a lot in
Hillsborough, as well as a $50,000 gain, in 1994, on the sale of a lot in
Fallston, Maryland.

  Other income increased by $27,000 to $277,000 from $250,000 primarily due
to other income at Patriots Plaza.

  As of result of the above changes total revenues increased by $600,000 to
$6,045,000 from $5,445,000.

  Interest expense increased by $328,000 to $2,822,000 from $2,494,000
primarily due to the increased debt for the purchase of the Shoppes at
Easton.

  Depreciation and amortization increased by $109,000 to $1,374,000 from
$1,265,000 primarily due to depreciation increases related to the purchase of
the Shoppes at Easton and increased tenant improvements at Harford Mall.

  Operating expense decreased by $140,000 to $719,000 from $859,000 primarily
due to higher tenant occupancy resulting in lower landlord operating
expenses, lower legal fees for tenant matters, and the sales of the Regal Row
warehouse project in February, 1995 and the Oakton bowl project in December,
1994.

  General and administrative expenses increased by $33,000 to $417,000 from
$384,000 due primarily to a $35,000 expense for the incentive based
compensation plan offset by lower insurance & professional fee expenses.

  Minority interest expense increased by $55,000 to $181,000 from $126,000
generally due to higher earnings in minority interest ventures in 1995.

  Net earnings increased by $215,000 to $532,000 from $317,000.

Part II. OTHER INFORMATION
Item 1. Legal Proceedings -    In the ordinary course of business, the
Company is involved in legal proceedings.  However, there are no material
legal proceedings pending against the Company.

Item 2. Changes in Securities -                None

Item 3. Defaults upon Senior Securities -      None

Item 4. Submission of Matters to a Vote of Security Holders        - None 


                        <PAGE>                       8<PAGE>
MID-ATLANTIC REALTY TRUST
Item 5. Other Information -
Summary Financial Data

  The following sets forth summary financial data which has been prepared by
the Company without audit.   Management believes the following data should be
used as a supplement to the historical statements of operations. The data
should be read in conjunction with the historical financial statements and
the notes thereto for MART.  


                            MID-ATLANTIC REALTY TRUST
                             Summary Financial Data
                       (In thousands, except per share data)
                                  Nine months ended     Three months ended  
                                      Septmber 30,           September 30,
                                  1995        1994      1995        1994
Revenues                        $18,317     $16,869    $6,045      $5,445

Net earnings                     $3,067      $1,768      $532        $317 
Net earnings per share-primary    $0.49       $0.28     $0.09       $0.05

OTHER FINANCIAL DATA:

Funds from operations 
       (FFO) (1)(2)-primary      $5,931      $5,130    $1,935      $1,533

FFO - fully diluted (2)          $9,362      $8,590    $3,078      $2,677   


Weighted average number of 
  shares outstanding - primary    6,213       6,291     6,136       6,291  
Weighted average number of shares 
  outstanding - fully diluted    11,925      12,005    11,849      12,005

SELECTED CASH FLOW DATA:

Net cash flow provided by 
          operating activities   $7,766      $4,868 

  (1) Funds from operations as defined by the National Association of Real
Estate Investment Trusts, Inc.   (NAREIT) - Funds from operations means net
income (computed in accordance with generally accepted accounting
principles), excluding cumulative effects of changes in accounting
principles, extraordinary or unusual items, and gains (or losses) from debt
restructuring and sales of property, plus depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint ventures.  FFO
does not represent cash flows from operations as defined by generally
accepted accounting principles (GAAP). FFO is not indicative that cash flows
are adequate to fund all cash needs and is not to be considered as an
alternative to net income as defined by GAAP.  The presentation of funds from
operations is not normally included in financial statements prepared in
accordance with GAAP.

  (2) FFO for the nine months ended September 30, 1994, if presented on the
same basis as 1995  would be lower due to a timing change in the accounting
treatment of percentage rents of approximately $206,000,( or $.03 per share,
primary, or $.02 per share fully diluted).  FFO for the three months ended
September 30, 1994, if presented on the same basis as 1995, would be higher
due to the timing change in the accounting treatment of percentage rents of
approximately $188,000, (or $.03 per share, primary or $.02 per share, fully
diluted).  The new method of accounting for percentage rents which is
described in the notes to the consolidated financial statements was adopted 
January  1, 1995.
 
Item 6.  Exhibits and Reports on Form 8-K -  
Exhibit No. 18 - Letter regarding change in accounting principles
             None

Exhibit No. 27 - Financial Data Schedule
             Filed thru EDGAR

                              <PAGE>              9
<PAGE>
                  MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
                                  SIGNATURES




   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                       MID-ATLANTIC REALTY TRUST AND 
                                       SUBSIDIARIES                         
                                       (Registrant)
 



Date    11/9/95                        By /s/ F. Patrick Hughes       
                                           F. Patrick Hughes
                                           President
                                           Principal Executive Officer 



Date    11/9/95                        By   /s/ Paul G. Bollinger      
                                           Paul G. Bollinger
                                           Controller
                                           Principal Financial Officer
























                              <PAGE>        10<PAGE>

<TABLE> <S> <C>

<ARTICLE>                5
<MULTIPLIER>             1,000
       
<S>                                         <C>
<PERIOD-TYPE>                               9-MOS
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                SEP-30-1995
<CASH>                                    912  
<SECURITIES>                                0
<RECEIVABLES>                           1,852   
<ALLOWANCES>                              339  
<INVENTORY>                                 0
<CURRENT-ASSETS><F1>                        0
<PP&E>                                161,404      
<DEPRECIATION>                         38,436           
<TOTAL-ASSETS>                        170,125      
<CURRENT-LIABILITIES><F1>                   0
<BONDS>                               120,529      
<COMMON>                                   62 
                       0
                                 0
<OTHER-SE>                                     22,403
<TOTAL-LIABILITY-AND-EQUITY>          170,125      
<SALES>                                     0
<TOTAL-REVENUES>                       18,317     
<CGS>                                       0
<TOTAL-COSTS>                          15,951     
<OTHER-EXPENSES>                          537
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                      8,371    
<INCOME-PRETAX>                         2,454    
<INCOME-TAX>                                0
<INCOME-CONTINUING>                     2,454    
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                 612
<NET-INCOME>                            3,067    
<EPS-PRIMARY>                             .49
<EPS-DILUTED>                              .56
<FN>                                        
<F1> Mid-Atlantic Realty Trust (MART) is in the specialized real estate
<F1> industry for which the current/noncurrent distinction is deemed in
<F1> practice to have little or no relevance.  Therefore, MART prepares
<F1> unclassified balance sheets wlhich do not report current assets or
<F1> current liabilities.
</FN>
        

</TABLE>


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